exdx-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39049

EXAGEN INC.

(Exact name of registrant as specified in its charter)

Delaware

20-0434866

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1261 Liberty Way

Vista,

California

92081

(Address of Principal Executive Offices)

(Zip Code)


(760)			560-1501
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

XGN

The Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Total shares of common stock outstanding as of the close of business on August 6, 2021 was 16,126,784.

TABLE OF CONTENTS


		Page
Part I.	Financial Information
Item 1.	Condensed Financial Statements (unaudited)	1
	Condensed Balance Sheets as of June 30, 2021 and December 31, 2020	1
	Condensed Statements of Operations for the Three and Six Months ended June 30, 2021 and 2020	2
	Condensed Statements of Stockholders' Equity for the Six Months ended June 30, 2021 and 2020	3
	Condensed Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

Part II.	Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
	Signatures	39

Part I. Financial Information

Item 1. Condensed Financial Statements

Exagen Inc.

Condensed Balance Sheets

(in thousands, except share and per share data)


	June 30, 2021		December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	112,576	$	57,448
Accounts receivable, net	8,780		8,910
Prepaid expenses and other current assets	3,172		4,159
Total current assets	124,528		70,517
Property and equipment, net	3,054		2,102
Goodwill	5,506		5,506
Other assets	235		250
Total assets	$	133,323	$	78,375
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,450	$	3,014
Accrued and other current liabilities	5,815		5,757

Total current liabilities	8,265		8,771
Borrowings-non-current portion, net of discounts and debt issuance costs	27,073		26,659

Deferred tax liabilities	158		158
Other non-current liabilities	1,447		948
Total liabilities	36,943		36,536
Commitments and contingencies (Note 5)

Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2021 and December 31, 2020	—		—
Common stock, $0.001 par value; 200,000,000 shares authorized at June 30, 2021 and December 31, 2020; 16,126,784 and 12,652,308 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	16		13
Additional paid-in capital	290,272		223,115
Accumulated deficit	(193,908)		(181,289)
Total stockholders' equity	96,380		41,839
Total liabilities and stockholders' equity	$	133,323	$	78,375

The accompanying notes are an integral part of these financial statements

Exagen Inc.

Unaudited Condensed Statements of Operations

(in thousands, except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

Revenue	$	12,772	$	8,948	$	23,359	$	18,532
Operating expenses:
Costs of revenue	5,451		3,338		10,162		7,883
Selling, general and administrative expenses	11,171		8,276		21,211		17,902
Research and development expenses	1,892		751		3,295		1,385


Total operating expenses	18,514		12,365		34,668		27,170
Loss from operations	(5,742)		(3,417)		(11,309)		(8,638)
Interest expense	(663)		(635)		(1,308)		(1,266)

Other (expense) income, net	(5)		689		(2)		860
Loss before income taxes	(6,410)		(3,363)		(12,619)		(9,044)
Income tax benefit	—		—		—		118
Net loss	$	(6,410)	$	(3,363)	(12,619)		(8,926)



Net loss per share, basic and diluted (Note 2)	$	(0.38)	$	(0.27)	$	(0.84)	$	(0.71)
Weighted-average number of shares used to compute net loss per share, basic and diluted (Note 2)	16,928,613		12,637,642		14,946,935		12,616,678

The accompanying notes are an integral part of these financial statements

Exagen Inc.

Unaudited Condensed Statements of Stockholders' Equity

(in thousands, except share data)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balances at December 31, 2020	12,652,308	$	13	$	223,115	$	(181,289)	$	41,839
Issuance of stock in public offering, net of issuance costs of $4,435	4,255,000	4		64,705		—		64,709
Exercise of stock options	3,381	—		44		—		44
Issuance of stock under Employee Stock Purchase Plan	14,991	—		175		—		175
Stock-based compensation	—	—		912		—		912
Net loss	—	—		—		(6,209)		(6,209)
Balances at March 31, 2021	16,925,680	17		288,951		(187,498)		101,470
Retirement of common stock in exchange for common stock warrant	(804,951)	(1)		(12,774)		—		(12,775)
Issuance of common stock warrant in exchange for retirement of common stock	—	—		12,775		—		12,775
Exercise of stock options	6,055	—		35		—		35
Stock-based compensation	—	—		1,285		—		1,285
Net loss	—	—		—		(6,410)		(6,410)
Balances at June 30, 2021	16,126,784	$	16	$	290,272	$	(193,908)	$	96,380


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balances at December 31, 2019	12,560,990	$	13	$	220,248	$	(164,602)	$	55,659
Exercise of stock options

SEC Form 10-Q filed by Exagen Inc.